And whereas, in addition to the above provisions complained of, the absence of any power in the said original charter enabling the Governor, Deputy-Governor, or any member of the Committee, to resign office, or enabling votes to be taken by proxy, and the absence of several other powers usually given to trading companies for the better regulation of their internal affairs, has been found in practice to be very inconvenient and detrimental to the interests of the Company.
And whereas the Company is desirous that the provisions in the original charter above complained of should be cancelled or modified, and has applied to us for a supplemental charter embodying more suitable provisions._
Now know ye that We by these presents do will and ordain that the several provisions contained in the said original charter relating to the election to the office of Governor, Deputy-Governor, or Committee, and to the filling up of any vacancy in any such office, and requiring corporal oaths to be taken, and the other provisions contained in the said original charter, shall, so far as they are inconsistent with the provisions contained in this our charter, on and after the day of the date of this our charter, cease to be in force and be annulled.
And We do hereby further will and ordain that, notwithstanding anything contained in the original charter, the presence of the Governor or Deputy-Governor at any general court or at any meeting of the Governor, Deputy-Governor, and Committee (who are hereinafter collectively referred to as the Board) shall not be essential for the proper holding of such court or Board meeting, and that nothing done at any general court or meeting of the Board shall be questioned or disputed on the ground of the absence of the Governor or Deputy-Governor from such general court or meeting of the Board, and that in case neither the Governor nor Deputy-Governor happen to be present at any such general court or meeting of the Board, at the appointed time for holding such general court or meeting of the Board, the members of the Committee present or the major part of them shall nominate and appoint one of themselves Chairman or President of such court or Board, and that the general powers of management and other powers given by the said original charter to any three members of the Committee, together with the Governor or Deputy-Governor, shall be exerciseable by any four members of the Board, whether the Governor or Deputy-Governor shall form one of such four or not.
And We do hereby further will and ordain that, notwithstanding anything contained in the original charter, a general court for the Company shall be held every year at such place and on such day in November or December as may be appointed by the Board.
And We do hereby further will and ordain that every question submitted to a general court shall be decided by a show of hands, unless before or upon the declaration of the result of the show of hands, a poll is demanded by at least five members present at such general court, and holding in the aggregate not less than One hundred shares, and unless a poll is so demanded a declaration by the Chairman that the motion has been carried or lost, or carried or lost by a particular majority, shall be deemed conclusive evidence of the fact without proof of the number or the proportion of the votes recorded in favour of or against the motion, and that if a poll is demanded as aforesaid, it shall be taken in such manner and at such time and place and either at once or after an interval or adjournment, as the Chairman of the general court directs, and the result of such poll shall be deemed to be the resolution of the general court at which the poll was demanded. In case of an equality of votes, the Chairman shall, whether on a show of hands or at the poll, have a casting vote in addition to the vote or votes to which he may be entitled as a member.
In computing the majority when a poll is demanded, reference shall be had to the number of votes to which each member is entitled by this our charter.
And We do hereby further will and ordain that, notwithstanding anything contained in the original charter, every member of the Company shall have one vote for every five shares in the Company held by him, and that any of those members who hold less than five shares may join their respective shares, so as to make up five or more shares, and have one vote jointly for the same; provided nevertheless that no member shall be entitled to vote, or to join with any other member or members in making up a joint vote at any general Court in respect of any shares or share, unless he shall have been the holder of such shares or share for at least six months prior to such general Court.
And We do hereby further will and ordain that votes may be given at every general court either personally or by proxy, but such proxy must be a proprietor in the Company, and himself entitled to vote, and the appointment of every such proxy must be in writing and must be in the form following or to the like effect, that is to say:
I (or we) appoint ___ my (our) proxy to vote and act for
me (us) and in my (our) name (names) on all questions at
the general court of the Hudson's Bay Company to be held
on the ___ day of ___ and every adjournment thereof whereat
I (we) shall not be present in person. Dated this ___ of ___.